New York – May 27, 2021 – Siris, a leading private equity firm focused on investing and driving value creation in technology and telecommunications companies, today announced that it has reached an agreement with the board of directors of Equiniti Group PLC (“EQ” or the “Company”) on the terms of a recommended cash offer for the entire issued and to be issued share capital of EQ (the “Acquisition”).
It is intended that the Acquisition will be implemented through Earth Private Holdings Ltd (“Bidco”), a newly-incorporated company, owned by funds managed or advised by Siris Capital Group, LLC, by way of a court sanctioned scheme of arrangement of EQ under Part 26 of the United Kingdom’s Companies Act 2006.
Under the terms of the Acquisition, EQ shareholders will be entitled to receive 180 pence in cash for each EQ share. The acquisition values the entire issued and to be issued ordinary share capital of EQ at approximately £673 million on a fully diluted basis.
EQ, a company listed on the Main Market of the London Stock Exchange, is a leading technology-led services and payments specialist with strong market positions in the UK and the U.S. With more than 5,000 employees, the Company supports 36 million people in 120 countries. EQ’s purpose is to care for every customer and simplify every transaction, delivered with less of an impact on the environment.
Bidco values EQ’s leading franchises in EQ Boardroom, EQ US, EQ Digital and EQ Paymaster. Each of these businesses provides both organic and inorganic opportunities that Bidco believes can be accelerated in a private setting by leveraging Siris’s domain expertise, operating resources and strategic capital. Bidco will work closely with the management of EQ following completion of the Acquisition to refine its private company strategy with a long-term perspective to help the Company achieve its full potential. This will include investment in EQ’s existing business to accelerate organic growth through initiatives such as cross-selling from the U.K. into the U.S. From an inorganic perspective, Bidco believes that with the support of Siris, it can execute meaningful near-term acquisitions in EQ’s core markets and adjacent sectors.
Commenting on the Acquisition, Frank Baker, Co-Founder, and Michael Hulslander, Managing Director of Siris, said:
“EQ is a leader, innovator and trusted partner across its mission critical end-markets. We look forward to building on this legacy and supporting the Company as it embarks on a new phase of innovation and industry leadership.”
John Swainson, Executive Partner of Siris, added:
“I have been impressed with EQ’s commitment to delivering best-in-class solutions to its demanding
financial services and enterprise customers. I know that Siris is excited to partner with management to
continue this successful track and help the Company achieve its strategic objectives.”
The Acquisition is conditional on the approval by EQ shareholders of the scheme of arrangement, as well as on customary regulatory approvals and other conditions. The transaction is expected to be completed in the fourth quarter of 2021.
This press release should be read in conjunction with the Rule 2.7 Announcement published under Rule 2.7 of the UK’s City Code on Takeovers and Mergers (the “UK Code”) available on the London Stock
Exchange RNS and website at https://siris.com/equintidocuments. The release, publication or distribution of some or all of these documents in or into certain jurisdictions other than the United
Kingdom may be restricted by law and may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Please review the Important Notices at the end of this press release
and the Rule 2.7 Announcement for further information.
Greenhill is serving as lead financial advisor and Goldman Sachs International is serving as joint financial advisor to Siris and Bidco.
Wachtell, Lipton, Rosen & Katz and Macfarlanes LLP are retained as (respectively) U.S. and UK legal advisers to Siris and Bidco.